Each one in plain English, with the numbers worked through for a shareholder.
17 Apr 2014auditor change● Neutral
Amendment no. 1 to the April 7 auditor-change report, filed because required disclosures were left out of the original. It adds that the audit committee reviewed GBH's independence and found no commercial relationship that would impair it, and that the company did not consult GBH on the matters listed in Item 304(a)(2) during the last two fiscal years or through April 7, 2014. It also corrects the exhibit list to show the Malone Bailey letter to the SEC. The dismissal of Malone Bailey, the appointment of GBH and the going-concern note are otherwise unchanged.
On April 7, 2014 the board dismissed its auditor Malone Bailey (the firm that audited 2011 and 2012 and reviewed the 2013 quarterly reports) and appointed GBH CPAs, PC, effective immediately. The filing says the change was not due to any disagreement, but notes Malone Bailey's 2011 and 2012 audit reports carried a going-concern warning (substantial doubt about the company's ability to continue). GBH is to audit 2013 (split into a successor period from Oct 9, 2013 and a predecessor period to Oct 8, 2013) and 2012; the company says it intends to seek a national exchange listing after the 2013 10-K and to file 2014 quarterly reports on time. This follows the late annual-report notice of March 31, 2014.
Another filing of amendment no. 4 to the August 2010 Jurasin deal report, apparently a refiled version of the January 5 document. The visible text is the same: 5,500,002 shares issued to Jurasin holders, up to 500,000 more, and $500,000 of debentures converted with $100,000 repaid. The truncated text shows no new terms.
Amendment no. 4 to the August 2010 Jurasin deal report, responding to SEC comments, and it adds Item 5.06 (change in shell company status). The share and debenture terms match the previous amendment. It adds that the 500,000 milestone shares vested in the fourth quarter of 2010 (the Garnet acreage nomination and the Apache seismic permit extension), that the debentures carried 18% interest, and that about $30,000 of accrued interest was paid. Up to 500,000 further shares remain issuable.
Amendment no. 3 (it is labelled no. 2 in its own text) to the August 2010 Jurasin deal report, again responding to SEC comments, and it updates terms. Jurasin holders have now received 5,500,002 shares in total (500,000 from milestones met), with up to 500,000 more on two of five remaining conditions. Of the $600,000 debentures, $500,000 was converted into shares in November 2010 and $100,000 was repaid with interest. Warrants for 300,000 shares are now stated at $1.00, not the $0.50 previously recorded. John Thomas Financial's terms are detailed: $8,000 a month consulting fee, placement fees of 8-10% on equity raised, and a filing deadline for a resale registration statement. This resolves the debenture thread and changes the share and warrant figures in the context.
17 Nov 2010capital raising announcement▲ GoodMajor
The company sold 1,065,000 shares on November 12, 2010 for $1,065,000 and 150,000 shares on November 15 for $150,000 to accredited investors, with demand registration rights on the 1,215,000 shares. The November 12 amount includes $500,000 of debentures converted into 500,000 shares. Sales commissions were 8% ($85,200 and $12,000), plus about $31,000 of related expenses on the first sale. This is the first equity raised under the John Thomas Financial offering shown in the filings, though the text does not name JTF as the placement agent for these sales. The $500,000 conversion ties to the August 2010 debentures.
Amendment no. 2 to the August 2010 Jurasin reverse-merger report, filed in response to SEC staff comments. It restates the deal terms already known (5,000,000 shares at closing, up to 1,000,000 more on four of seven milestones, the $884,000 4% note to Jurasin due by May 31, 2013 or on a $10M+ equity raise) and adds that one milestone is already met: the Apache seismic permit and sub-lease was extended in September 2010, so those shares will be issued.
This amends the August 2010 Jurasin deal report to reflect a 2-for-1 reverse split on September 9, 2010, so the share figures are halved: 5,000,000 shares at closing and up to 1,000,000 more, with 3,000,000 shares to John Thomas Financial (2,000,000 returnable if it does not raise at least $10 million). It adds Jurasin's six-month financials to June 30, 2010 and restates 2008, 2009 and March 2010 results to correct a capitalized interest error. The deal terms are otherwise unchanged.
Radiant Oil & Gas (now a Nevada company) closed a reverse merger with Jurasin Oil & Gas on August 5, 2010, issuing 10,000,000 shares at closing and up to 2,000,000 more on meeting drilling and seismic-permit milestones. John Jurasin became CEO, CFO and chairman, and the company issued him an $884,000 note at 4% due by May 31, 2013 (or earlier on a $10 million equity raise). It also issued 6,000,000 shares to John Thomas Financial under an investment banking agreement aiming to raise up to $14.5 million, plus $600,000 of debentures with warrants for 600,000 shares at $0.50. Jurasin holds a 51% interest in Amber Energy, and the Macquarie Bank credit facilities were modified. This replaces the earlier consulting business with an oil and gas operation.
G/O Business Solutions replaced its auditor, HJ & Associates (Salt Lake City), with Malone & Bailey (Houston) on October 23, 2006. The filing says the reason was to have auditors in the same city as headquarters. It reports no disagreements, and that HJ's 2004 and 2005 reports carried a going-concern doubt. Malone & Bailey had previously audited SH Celera, the 80% owner.
On August 15, 2006, G/O completed a reorganization with SH Celera Capital Corporation and renamed itself G/O Business Solutions, Inc. After a 1-for-2 reverse split (8,650,372 shares down to 4,325,186), it issued 17,300,744 shares to SH Celera, which now owns 80%. SH Celera is to provide facilities and services so the company can run a fee-based business consulting practice. SH Celera also contributed $50,000 and assumed up to $65,000 of debt, and George Jarkesy became chairman and CEO. The company sent its remaining 356,999 Waterbury Resources shares to SH Celera and committed to raise $2.5–5 million through preferred stock. This replaces the prior inactive shell status and follows the June 2006 letter of intent.
24 Mar 2006capital raising announcement● NeutralMajor
On February 28, 2006, Sand Hills General Partners acquired 6,400,000 shares, or 74.5% of G/O International's common stock, giving it control. 3,325,000 shares came from existing shareholders swapping them for partnership interests, and 3,075,000 shares were tied to settling $643,598 of debt owed by the Cayman subsidiary Waterbury Resources to Q-Marq Securities. Q-Marq released the debt in return for 1,500,000 Waterbury shares plus a $35,000 note from Sand Hills.
The company, then named G/O International, reported that its planned reorganization with Beijing Orient LegendMaker Software Development Co. (OLM) has been abandoned. The closing date passed because the funding required as a condition of closing was not raised, and talks with the OLM majority shareholders (about 65% holders) have stopped. The deal had been agreed on November 15, 2000.
